INVESCO DIVERSIFIED FUNDS INC
N-30D, 1996-03-26
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SEMIANNUAL REPORT


January 31, 1996


INVESCO
SMALL
COMPANY
FUND


A no-load fund seeking 
long-term capital growth.


INVESCO FUNDS


<PAGE>



Economic  Overview                                                February  1996
     1995  will  long  stand out as a banner  year for U.S.  investors.  The S&P
achieved a total  return of 37.44% for the 12 months  ended  12/31/95,  only the
fourth  time in  fifteen  years the broad  market  returned  over 25%.  By other
measures,  market  results  were even more  exciting:  The Dow Jones  Industrial
Average  broke  5000 for the first time in  history,  and  fixed-income  markets
followed  suit,  with  the  Lehman   Government/Corporate   Bond  Index  gaining
19.24%.(1)
      In January 1996 the stock market  whipsawed in the wake of stalled federal
budget  negotiations.  Yet continuing  economic  easing by the Fed,  including a
0.25% short-term  interest rate decrease on 1/31/96,  helped the S&P 500 rise to
new heights, ending the month up 3.45%.
      Despite  strong  January   performance,   this  year  corporate   earnings
improvements  almost  certainly won't see the dramatic gains enjoyed in 1994 and
1995. While a budget  settlement in Washington  seems uncertain,  it is expected
that the Federal  Reserve will continue to gradually  reduce  interest rates. We
believe this will lead to a  slow-growth  trend for the economy,  as well as the
stock and bond markets, during 1996.


/s/ R. Dalton Sim
- ----------------------
R. Dalton Sim
Chairman and President
INVESCO Trust Company

Small Company Fund
      For the  six-month  period ended  1/31/96,  Small Company Fund had a total
return of 7.32%.(2)  This performance exceeded the Russell 2000 Index of smaller
capitalization  stocks,  which returned 6.01% for the same period.(1) The fund's
strong  performance  came after a period of slower growth due to substantial new
investments during a sharply rising market.

                              Small Company Fund
                       Average Annualized Total Return
                               as of 1/31/96(2)

                    1 year                       29.25%
                    -----------------------------------
                    Since inception (12/93)      11.93%
                    -----------------------------------

      The line graph  illustrates  the value of a $10,000  investment in INVESCO
Small  Company  Fund and the index plus  reinvested  dividends  and capital gain
distributions, if any, from inception through 1/31/96. The chart and other total
return figures cited reflect the fund's operating expenses.  However,  the index
does not have expenses, which would, of course, have lowered its performance.(2)


<PAGE>



Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in  INVESCO  Small  Company  Fund to the  value  of a  $10,000
      investment in the Russell 2000 Index,  assuming in each case  reinvestment
      of all  dividends  and  capital  gain  distributions,  for the period from
      inception (12/1/93) through 1/31/96

Strategic Overview
      Historically,  small  capitalization  stocks have  outperformed  large-cap
stocks.  Small Company Fund is managed to profit from this long-term trend, with
the additional goal of exceeding the broad returns of the small-cap market.
      With this historical data in mind, we do not attempt to time the market or
second-guess sector  performance.  Instead, we seek to participate in and exceed
general  small-cap growth levels by selecting those stocks that appear likely to
outperform their peers within each sector.
      Our management technique involves a unique combination of quantitative and
qualitative  analysis.  Each month, we use a proprietary model that ranks stocks
based on their exposure to 13 factors, including price/earnings ratios, earnings
momentum, inventory, and sales trends, among others.
      These  factors are used to analyze and rank  approximately  2,500  stocks,
each  with  characteristics  similar  to  those  included  in the  Russell  2000
Index.(1) Once ranked,  we choose the most attractive stocks within each general
sector,  weighting the fund to roughly equal the sector  allocations held by the
benchmark index.
      Once this quantitative analysis has been completed, we apply a qualitative
approach to determine the best stocks  available  within each sector.  In making
our final selection,  we utilize traditional  fundamental analysis techniques to
isolate those stocks which we believe are positioned to outperform their peers.

Current Profile
      As of 1/31/96, the fund's strongest investment emphasis was in finance, at
22% of net assets.  This was closely followed by consumer  cyclicals at 16%, and
technology  at 14%.  Smaller  allocations  are spread across  consumer  staples,
energy, transportation,  and utilities, reflecting the approximate weightings of
the Russell 2000 composite for the same period.(1)

Looking Forward
      In our estimation,  small-cap stocks are currently undervalued relative to
larger-capitalization  equities.  Additionally, a slow- down in large-cap growth
could  potentially  occur  if the  projected  economic  softening  takes  place.
Therefore,  we feel  Small  Company  Fund is  positioned  to  benefit  from  any
potential improvement in small-cap performance relative to the market at large.



<PAGE>

Graph:    Small Company Fund Diversification
              by Value of Net Assets(3)

     This bar graph  reflects the allocation of the INVESCO Small Company Fund's
     portfolio by  value of  net  assets  in  Basic  Materials,   Capital  Goods
     &  Construction,  Consumer  Cyclical,  Consumer  Staples,  Energy, Finance,
     Technology, Transportation  & Services,  Utilities,  and Cash & Equivalents
     for the periods ending 1/95, 7/95, and 1/96.

Fund Manager
      INVESCO  Small  Company  Fund is  managed  by Bob  Slotpole,  senior  vice
president  and director of equities for INVESCO  Management & Research,  Inc. He
earned  an MBA  from  Stanford  University,  as  well  as a BS  from  the  State
University  of New York at  Buffalo.  Bob has nearly two  decades of  investment
experience,  and before joining  INVESCO in 1993, he was  associated  with First
Boston and Lehman Brothers.

(1) The  S&P  500  and  Dow  Jones  Industrial  Average  are  unmanaged  indexes
considered representative of the performance of the broad U.S. stock market. The
Lehman  Government/Corporate  Index is an unmanaged index  representative of the
broad fixed-income market. The Russell 2000 is an unmanaged index representative
of small- and medium-cap stocks.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions for the periods  indicated.  Investment return and principal value
will fluctuate so that, when redeemed, an investor's shares may be worth more or
less than when  purchased.  Of course,  past  performance  is not a guarantee of
future results.

(3) Holdings are subject to change.


<PAGE>



INVESCO Fund Codes
      These  two-digit  codes  appear after your  account  number on  Investment
Summaries and confirmations.  You may also use them to request information about
specific funds on PAL(R), your Personal Account Line.
      Money  Market  Funds
      44 U.S.  Government  Money Fund
      25 Cash  Reserves
      40 Tax-Free  Money Fund
      Tax-Exempt  Funds
      36 Tax-Free  Intermediate  Bond
      35 Tax-Free Long-Term Bond Income Funds 
      33 Short-Term Bond
      32 U.S. Government Securities
      47 Intermediate  Government Bond
      30 Select Income
      31 High Yield
      Multiple Asset Funds
      71 Balanced
      70 Multi-Asset Allocation
      48 Total Return
      Equity-Income  Funds
      15 Industrial  Income
      58 Utilities
      Growth Funds
      10 Growth
      20 Dynamics
      74 Small  Company  
      60 Emerging  Growth
      46 Value  Equity
      Sector Funds
      50 Energy     
      59 Environmental Services
      57 Financial Services
      51 Gold
      52 Health  Sciences     
      53 Leisure    
      55 Technology
      38 Worldwide  Capital Goods
      39 Worldwide  Communications
      International  Funds
      49 International Growth     
      56 European   
      37 European Small Company    
      34 Latin  American  Growth   
      41 Asian Growth
      54 Pacific Basin
For more information about any of the INVESCO Funds,  including  management fees
and  expenses,  please  call  us at  1-800-525-8085  for a  prospectus.  Read it
carefully before you invest or send money.


<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Fund
Ten Largest Common Stock Holdings
January 31, 1996


Description                                            Value
- ------------------------------------------------------------
Sonat Offshore Drilling                           $1,489,838
Smith (A O) Corp                                   1,466,400
Pulte Corp                                         1,435,500
Credence Systems                                   1,137,675
Phycor Inc                                         1,015,200
Alaska Air Group                                   1,001,325
Public Storage                                       975,963
Union Planters                                       909,876
Measurex Corp                                        906,525
United Stationers                                    878,600

Composition of holdings is subject to change.




<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Fund
Statement of Investment Securities
January 31, 1996
UNAUDITED

                                                   Shares or
                                                   Principal
Description                                           Amount             Value
- ------------------------------------------------------------------------------
COMMON STOCKS 89.07%
ADVERTISING 0.36%
True North Communications                             11,600          $213,150
                                                                  ------------
AEROSPACE & DEFENSE 0.86%
Precision Castparts                                   12,800           510,400
                                                                  ------------
AUTOMOBILE RELATED 1.75%
Borg-Warner Automotive                                23,300           675,700
OEA Inc                                                9,100           234,325
Smith (A O) Corp                                       5,300           133,162
                                                                  ------------
                                                                     1,043,187
                                                                  ------------
BANKING 6.80%
ALBANK Financial                                      21,800           613,125
CCB Financial                                         13,000           679,250
Chittenden Corp                                        4,300           123,087
Cullen Frost Bankers                                   4,300           209,625
First Michigan Bank                                    5,733           163,390
Mark Twain Bancshares                                  8,300           317,475
National Commerce Bancorp                              6,000           166,500
North Fork Bancorporation                              9,700           250,987
Riggs National*                                       13,200           176,550
Summit Bancorp                                         4,500           145,125
USBANCORP Inc                                          8,900           295,925
Union Planters                                        29,832           909,876
                                                                  ------------
                                                                     4,050,915
                                                                  ------------
BROADCASTING 0.55%
Renaissance Communications*                            9,000           177,750
Silver King Communications*                            5,200           148,200
                                                                  ------------
                                                                       325,950
                                                                  ------------
BUILDING & CONSTRUCTION RELATED 3.23%
Granite Construction                                   7,500           223,125
Oakwood Homes                                          5,900           264,025
Pulte Corp                                            43,500         1,435,500
                                                                  ------------
                                                                     1,922,650
                                                                  ------------



<PAGE>



CHEMICALS 0.73%
Cytec Industries*                                      5,700           434,625
                                                                  ------------
COMPUTER RELATED 3.42%
Auspex Systems*                                       14,700           233,362
Cognos Inc*                                            2,400            95,100
Computervision Corp*                                  15,200           188,100
Continuum Co*                                          7,100           279,562
Integrated Systems*                                    2,800           108,500
Network General*                                      16,800           672,000
Phamis Inc*                                            5,000           130,625
Trident Microsystems*                                 11,400           156,750
Wonderware Corp*                                      10,600           169,600
                                                                  ------------
                                                                     2,033,599
                                                                  ------------
CONTAINERS 1.24%
AptarGroup Inc                                         9,600           357,600
West Co                                               15,400           381,150
                                                                  ------------
                                                                       738,750
                                                                  ------------
CONTROL INSTRUMENTS 1.52%
Measurex Corp                                         30,600           906,525
                                                                  ------------
COSMETICS & TOILETRIES 0.40%
Carter-Wallace Inc                                    16,500           237,187
                                                                  ------------
ELECTRICAL EQUIPMENT 0.41%
Baldor Electric                                       11,950           244,975
                                                                  ------------
ELECTRONICS  4.62%
BMC Industries                                        24,200           517,275
C-Cube Microsystems*                                   6,600           396,000
Logicon Inc                                            5,600           153,300
Marshall Industries*                                   5,400           172,125
Photronics Inc*                                       11,000           266,750
Pioneer Standard Electronics                          25,700           301,975
Sterling Electronics*                                 13,335           200,025
Teleflex Inc                                           2,800           112,700
Watkins-Johnson Co                                    10,700           411,950
Wyle Electronics                                       7,200           217,800
                                                                  ------------
                                                                     2,749,900
                                                                  ------------
FINANCE RELATED 1.19%
Fair Issac & Co                                        7,600           205,200
Inter-Regional Financial Group                         7,350           159,862
PHH Corp                                               2,600           133,900
Robert Half International*                             5,000           210,625
                                                                  ------------
                                                                       709,587
                                                                  ------------



<PAGE>



FOOD PRODUCTS & BEVERAGES 1.04%
Flowers Industries                                    15,000           198,750
International Multifoods                              14,100           260,850
Robert Mondavi Class A*                                5,300           159,000
                                                                  ------------
                                                                       618,600
                                                                  ------------
HEALTH CARE RELATED 1.00%
Sierra Health Services*                                2,300            78,200
Universal Health Services Class B*                     5,000           249,375
Vencor Inc*                                            7,089           270,268
                                                                  ------------
                                                                       597,843
                                                                  ------------
HOTELS 0.70%
Prime Hospitality*                                    41,400           414,000
                                                                  ------------
INSURANCE 5.81%
Berkley (W R) Corp                                    11,500           577,875
Commerce Group                                         2,500            48,437
Horace Mann Educators                                 17,500           579,687
Mutual Risk Management                                 5,700           245,100
NAC Re                                                 4,100           139,400
Protective Life                                       23,500           816,625
Reliance Group Holdings                               15,000           131,250
Selective Insurance Group                              8,300           308,137
Vesta Insurance Group                                  4,500           131,625
Washington National                                   18,200           484,575
                                                                  ------------
                                                                     3,462,711
                                                                  ------------
INVESTMENT BROKERS 0.32%
Alex Brown                                             3,900           190,125
                                                                  ------------
JEWELRY 0.34%
Tiffany & Co                                           3,700           204,887
                                                                  ------------
MACHINERY 2.07%
Duriron Co                                            10,000           230,000
Harnischfeger Industries                               8,094           274,184
Lawson Products                                        7,200           172,800
Regal Beloit                                          30,300           552,975
                                                                  ------------
                                                                     1,229,959
                                                                  ------------
MEDICAL RELATED 6.11%
Advanced Technology Laboratories*                      9,100           247,975
American Medical Response*                             3,300           102,300
AMSCO International*                                  20,300           289,275
Invacare Corp                                          8,600           245,100
Mentor Corp                                           11,300           317,812
Nellcor Puritan Bennett*                               5,100           316,200
Neurogen Corp*                                         8,500           257,125



<PAGE>



PhyCor Inc*                                           21,150         1,015,200
Target Therapeutics*                                  12,800           700,800
Vivra Inc*                                             5,850           147,712
                                                                  ------------
                                                                     3,639,499
                                                                  ------------
MEDICAL RELATED -- DRUGS 1.00%
Bergen Brunswig Class A                               17,700           466,838
Watson Pharmaceuticals*                                2,800           128,100
                                                                  ------------
                                                                       594,938
                                                                  ------------
METALS & MINING 2.69%
Cleveland-Cliffs Inc                                   5,500           239,938
Global Industrial Technologies*                       16,300           370,825
J&L Specialty Steel                                   22,900           406,475
Lukens Inc                                            11,300           309,338
Zeigler Coal Holding                                  20,100           276,375
                                                                  ------------
                                                                     1,602,951
                                                                  ------------
MOTION PICTURES & TELEVISION 0.35%
Carmike Cinemas Class A*                               8,900           206,925
                                                                  ------------
NURSING HOMES 0.45%
Horizon/CMS Healthcare*                                9,800           268,275
                                                                  ------------
OIL & GAS RELATED 5.68%
Diamond Shamrock                                       9,300           265,050
Louis Dreyfus Natural Gas*                            12,800           158,400
Smith International*                                  62,400         1,466,400
Sonat Offshore Drilling                               32,300         1,489,838
                                                                  ------------
                                                                     3,379,688
                                                                  ------------
PAPER & PAPER PRODUCTS 1.13%
Chesapeake Corp                                        8,000           227,000
Rock-Tenn Co Class A                                  17,500           284,375
Universal Forest Products                             19,500           160,875
                                                                  ------------
                                                                       672,250
                                                                  ------------
POLLUTION CONTROL EQUIPMENT
   & SERVICES 0.31%
Lydall Inc*                                            8,700           182,700
                                                                  ------------
PRINTING & PUBLISHING 1.53%
Banta Corp                                            11,800           498,550
Media General Class A                                  7,900           263,663
Meredith Corp                                          3,300           150,150
                                                                  ------------
                                                                       912,363
                                                                  ------------



<PAGE>



REAL ESTATE RELATED 5.02%
Beacon Properties                                     11,800           293,525
CBL & Associates Properties                            7,100           145,550
Duke Realty Investments                               10,300           330,888
FelCor Suite Hotels                                    5,000           149,375
Gables Residential Trust SBI                           6,900           159,563
Highwoods Properties                                   5,700           173,850
Liberty Property Trust SBI                             9,900           219,038
Merry Land & Investment                                7,300           167,900
Public Storage                                        47,900           975,963
Shurgard Storage Centers Class A                       7,500           202,500
Wellsford Residential Property Trust SBI               7,400           171,125
                                                                  ------------
                                                                     2,989,277
                                                                  ------------
RECREATION SERVICES 0.39%
Grand Casinos*                                         7,800           233,025
                                                                  ------------
RETAIL 6.29%
Apple South                                           13,800           243,225
Applebee's International                               1,700            31,663
Buffets Inc*                                          37,500           515,625
Caseys General Stores                                  8,800           202,400
Claire's Stores                                       13,400           256,275
CompUSA Inc*                                          11,600           411,800
Consolidated Stores*                                   8,900           178,000
Jostens Inc                                            6,800           156,400
Riser Foods Class A                                    9,300           137,175
Ross Stores                                            7,400           148,000
Smith's Food & Drug Centers Class B                    5,300           134,488
Sports Authority*                                     12,500           250,000
Sunglass Hut International*                           15,400           428,313
Waban Inc*                                            19,600           377,300
Zales Corp*                                           19,900           274,869
                                                                  ------------
                                                                     3,745,533
                                                                  ------------
SAVINGS & LOAN 2.62%
Cal Fed Bancorp*                                      12,700           198,437
Charter One Financial                                  8,800           278,300
First Financial                                       11,200           245,000
Sovereign Bancorp                                     57,330           569,717
TCF Financial                                          8,200           269,575
                                                                  ------------
                                                                     1,561,029
                                                                  ------------
SCHOOLS 0.67%
DeVRY Inc*                                            14,600           397,850
                                                                  ------------
SEMICONDUCTOR EQUIPMENT 3.31%
Actel Corp*                                           15,400           192,500
Burr-Brown Corp*                                       2,300            62,100
Credence Systems*                                     46,200         1,137,675



<PAGE>



Cypress Semiconductor*                                28,000           392,000
Oak Technology*                                        3,700           185,000
                                                                  ------------
                                                                     1,969,275
                                                                  ------------
TELECOMMUNICATIONS 2.48%
Aspect Telecommunications*                             7,700           284,900
Digital Systems International*                         7,800           100,425
LCI International*                                    32,900           781,375
Octel Communications*                                  8,400           308,700
                                                                  ------------
                                                                     1,475,400
                                                                  ------------
TEXTILES & APPAREL MANUFACTURERS 1.13%
Authentic Fitness                                      4,500           108,563
G & K Services Class A                                 9,300           232,500
Springs Industries Class A                             8,300           332,000
                                                                  ------------
                                                                       673,063
                                                                  ------------
TRANSPORTATION 4.52%
Alaska Air Group*                                     50,700         1,001,325
America West Airlines Class B*                        17,900           306,538
ValuJet Inc*                                           8,600           191,350
Varlen Corp                                           22,100           535,925
Werner Enterprises                                    18,000           387,000
Wisconsin Central Transportation*                      3,600           270,000
                                                                  ------------
                                                                     2,692,138
                                                                  ------------
UTILITIES 3.12%
Central Maine Power                                   17,700           276,563
CILCORP Inc                                            3,000           132,000
Commonwealth Energy Systems SBI                        8,000           374,000
IES Industries                                        13,400           381,900
Minnesota Power & Light                               12,700           366,713
ONEOK Inc                                             15,600           325,650
                                                                  ------------
                                                                     1,856,826
                                                                  ------------
WHOLESALE 1.91%
FoxMeyer Health                                       11,800           256,650
United Stationers                                     38,200           878,600
                                                                  ------------
                                                                     1,135,250
                                                                  ------------
TOTAL COMMON STOCKS
   (Cost $49,139,165)                                               53,027,780
                                                                  ------------



<PAGE>



SHORT-TERM INVESTMENTS
   REPURCHASE AGREEMENTS 10.93%
Repurchase  Agreement  with
   State  Street  Bank & Trust Co
   dated  1/31/1996  due 2/1/1996
   at 5.000%,  repurchased at
   $6,505,903 (Collateralized by
   US Treasury Bonds due 5/15/2017
   at 8.750%, value $6,646,472)
   (Cost $6,505,000)                              $6,505,000        $6,505,000
                                                                  ------------
TOTAL INVESTMENT
   SECURITIES AT VALUE 100.00%
   (Cost $55,644,165)
   (Cost for Income Tax
   Purposes $55,728,356)                                           $59,532,780
                                                                  ============

* Security is non-income producing.

See Notes to Financial Statements



<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Fund
Statement of Assets and Liabilities
January 31, 1996
UNAUDITED


ASSETS
Investment Securities at Value~
   (Cost $55,644,165~)                                             $59,532,780
Cash                                                                     3,294
Receivables:
   Fund Shares Sold                                                     66,020
   Dividends and Interest                                               36,332
Prepaid Expenses and Other Assets                                      165,633
                                                                  ------------
TOTAL ASSETS                                                        59,804,059
                                                                  ------------
LIABILITIES
Payable for Fund Shares Repurchased                                     22,746
                                                                  ------------
Net Assets at Value                                                $59,781,313
                                                                  ============
NET ASSETS
Paid-in Capital*                                                   $53,505,548
Accumulated Overdistributed Net Investment Income                      (1,658)
Accumulated Undistributed Net Realized Gain
   on Investment Securities and Foreign Currency
   Transactions                                                      2,388,808
Net Appreciation of Investment Securities and
   Foreign Currency Transactions                                     3,888,615
                                                                  ------------
Net Assets at Value                                                $59,781,313
                                                                  ============
Net Asset Value, Offering and Redemption
   Price per Share                                                      $12.33
                                                                  ============

~  Investment  securities  at cost and  value at  January  31,  1996  include  a
   repurchase agreement of $6,505,000.

*  The Fund has 100  million  authorized  shares of common  stock,  par value of
   $0.01 per share, of which 4,848,667 were outstanding at January 31, 1996.

See Notes to Financial Statements



<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Fund
Statement of Operations
Six Months Ended January 31, 1996
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                             $302,696
Interest                                                                96,685
   Foreign Taxes Withheld                                                 (55)
                                                                  ------------
   TOTAL INCOME                                                        399,326
                                                                  ------------
EXPENSES
Investment Advisory Fees                                               175,019
Transfer Agent Fees                                                     16,371
Administrative Fees                                                      8,500
Custodian Fees and Expenses                                             10,592
Directors' Fees and Expenses                                             4,904
Professional Fees and Expenses                                          13,493
Registration Fees and Expenses                                          22,172
Reports to Shareholders                                                  2,369
Other Expenses                                                           2,809
                                                                  ------------
   TOTAL EXPENSES                                                      256,229
Fees and Expenses Absorbed
   by Investment Adviser                                              (17,695)
Fees and Expenses Paid Indirectly                                      (5,175)
                                                                  ------------
   NET EXPENSES                                                        233,359
                                                                  ------------
NET INVESTMENT INCOME                                                  165,967
                                                                  ------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities and
   Foreign Currency Transactions                                     2,845,730
Change in Net Appreciation of Investment Securities
   and Foreign Currency Transactions                                   420,572
                                                                  ------------
NET GAIN ON INVESTMENT SECURITIES                                    3,266,302
                                                                  ------------
Net Increase in Net Assets from Operations                          $3,432,269
                                                                  ============

See Notes to Financial Statements



<PAGE>


INVESCO Diversified Funds, Inc. - Small Company Fund
Statement of Changes in Net Assets



                                                  Six Months              Year
                                                       Ended             Ended
                                                  January 31           July 31
                                               -------------      ------------
                                                        1996              1995
                                                   UNAUDITED

OPERATIONS
Net Investment Income                               $165,967          $151,017
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                    2,845,730           800,723
Change in Net Appreciation of
   Investment Securities and
   Foreign Currency Transactions                     420,572         3,762,809
                                               -------------      ------------
NET INCREASE IN NET
   ASSETS FROM OPERATIONS                          3,432,269         4,714,549
                                               -------------      ------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                              (169,934)         (206,316)
Net Realized Gain on
   Investment Securities                         (1,179,362)                 0
                                               -------------      ------------
TOTAL DISTRIBUTIONS                              (1,349,296)         (206,316)
                                               -------------      ------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                     71,672,367        42,475,361
Reinvestment of Distributions                      1,350,610           182,674
                                               -------------      ------------
                                                  73,022,977        42,658,035
Amounts Paid for Repurchases
   of Shares                                    (55,395,705)      (20,569,337)
                                               -------------      ------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                   17,627,272        22,088,698
                                               -------------      ------------
Total Increase in Net Assets                      19,710,245        26,596,931
NET ASSETS
Beginning of Period                               40,071,068        13,474,137
                                               -------------      ------------
End of Period (Including
   Accumulated Undistributed
   (Overdistributed) Net Investment
   Income of ($1,658) and
   $2,309, respectively)                         $59,781,313       $40,071,068
                                               =============      ============

FUND SHARE TRANSACTIONS
Shares Sold                                        5,869,761         3,982,583
Shares Issued from Reinvestment
   of Distributions                                  109,685            16,914
                                               -------------      ------------
                                                   5,979,446         3,999,497
Shares Repurchased                               (4,534,403)       (1,977,122)
                                               -------------      ------------
Net Increase in Fund Shares                        1,445,043         2,022,375
                                               =============      ============
See Notes to Financial Statements


<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Notes to Financial Statements
UNAUDITED
NOTE 1 - ORGANIZATION AND SIGNIFICANT  ACCOUNTING POLICIES.  INVESCO Diversified
Funds,  Inc. (the "Fund"),  was  incorporated  in Maryland on April 2, 1993, and
presently consists of the Small Company Fund. The Fund's investment objective is
to seek long-term  capital growth.  The Fund is registered  under the Investment
Company Act of 1940 (the "Act") as a diversified, open-end management investment
company.
      The following is a summary of significant accounting policies consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.
     A. SECURITY  VALUATION - Equity  securities  traded on national  securities
exchanges or in the  over-the-counter  market are valued at the last sales price
in the market where such securities are primarily  traded.  If last sales prices
are not  available,  securities  are  valued at the  highest  closing  bid price
obtained  from one or more dealers  making a market for such  securities or by a
pricing service approved by the Fund's board of directors.
     Foreign  securities are valued at the closing price on the principal  stock
exchange  on which they are  traded.  In the event that  closing  prices are not
available  for foreign  securities,  prices will be obtained  from the principal
stock exchange at or prior to the close of the New York Stock Exchange.  Foreign
currency  exchange rates are determined daily prior to the close of the New York
Stock Exchange.
     If  market  quotations  or  pricing  service  valuations  are  not  readily
available,  securities  are valued at fair value as  determined in good faith by
the Fund's board of directors.
     Short-term  securities  are stated at  amortized  cost (which  approximates
market value) if maturity is 60 days or less at the time of purchase,  or market
value if maturity is greater than 60 days.
     B. REPURCHASE AGREEMENTS - Repurchase agreements held by the Fund are fully
collateralized  by U.S.  Government  securities  and such  collateral  is in the
possession of the Fund's custodian.  The collateral is evaluated daily to ensure
its market value exceeds the current market value of the  repurchase  agreements
including accrued interest.



<PAGE>



     C.  SECURITY   TRANSACTIONS  AND  RELATED   INVESTMENT  INCOME  -  Security
transactions are accounted for on the trade date and dividend income is recorded
on the ex dividend  date.  Certain  dividends  from foreign  securities  will be
recorded as soon as the Fund is informed of the dividend if such  information is
obtained  subsequent  to the ex dividend  date.  Interest  income,  which may be
comprised of stated coupon rate, market discount and original issue discount, is
recorded on the accrual basis. Cost is determined on the specific identification
basis.  Net  realized  and  unrealized  gain or loss from  investments  includes
fluctuations from currency exchange rates and fluctuations in market value.
     D. FEDERAL AND STATE TAXES - The Fund has complied and  continues to comply
with the  provisions  of the  Internal  Revenue  Code  applicable  to  regulated
investment  companies and,  accordingly,  has made or intends to make sufficient
distributions  of net investment  income and net realized capital gains, if any,
to relieve it from all federal and state income taxes and federal excise taxes.
     Dividends paid by the Fund from net investment  income and distributions of
net realized  short-term  capital  gains are, for federal  income tax  purposes,
taxable as ordinary income to shareholders.
     Investment  income  received from foreign sources may be subject to foreign
withholding  taxes.  Dividend  and  interest  income is shown  gross of  foreign
withholding taxes in the accompanying financial statements.
     E.   DIVIDENDS  AND   DISTRIBUTIONS   TO   SHAREHOLDERS   -  Dividends  and
distributions   to   shareholders   are   recorded   by  the   Fund  on  the  ex
dividend/distribution  date. The Fund distributes net realized capital gains, if
any,  to its  shareholders  at least  annually,  if not offset by  capital  loss
carryovers.  Income  distributions and capital gain distributions are determined
in  accordance  with  income tax  regulations  which may differ  from  generally
accepted accounting principles. These differences are primarily due to differing
treatments  for  foreign  currency  transactions,   nontaxable  dividends,   net
operating losses and expired capital loss carryforwards.
     F. EXPENSES - Under an agreement between the Fund and the Fund's Custodian,
agreed upon  Custodian  Fees and Expenses are reduced by credits  granted by the
Custodian from any  temporarily  uninvested  cash.  Such credits are included in
Fees and Expenses Paid Indirectly in the Statement of Operations.
     NOTE 2 - INVESTMENT  ADVISORY AND OTHER  AGREEMENTS.  INVESCO  Funds Group,
Inc. ("IFG") serves as the Fund's  investment  adviser.  As compensation for its
services to the Fund,  IFG receives an investment  advisory fee which is accrued
daily at the  applicable  rate and paid monthly.  The fee is based on the annual
rate of 0.75% of average net assets.
      In  accordance  with a  Sub-Advisory  Agreement  between  IFG and  INVESCO
Management & Research,  Inc. ("IMR"), an affiliate of IFG, investment  decisions
of the Fund are made by IMR.  Fees for such  sub-advisory  services  are paid by
IFG.


<PAGE>



      In  accordance  with an  Administrative  Agreement,  the Fund  pays IFG an
annual fee of $10,000,  plus an additional  amount computed at an annual rate of
0.015% of average net assets to provide administrative,  accounting and clerical
services. The fee is accrued daily and paid monthly.
      IFG  receives  a  transfer  agent  fee at an  annual  rate of  $14.00  per
shareholder  account, or per participant in an omnibus account. IFG may pay such
fee for participants in omnibus accounts to affiliates or third parties. The fee
is paid  monthly at  one-twelfth  of the annual fee and is based upon the actual
number of accounts in existence during each month.
      IFG and IMR have voluntarily agreed, in some instances,  to absorb certain
fees  and  expenses  incurred  by the  Fund.
     NOTE 3 - PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the six months
ended January 31, 1996,  the aggregate cost of purchases and proceeds from sales
of  investment   securities   (excluding  all  U.S.  Government  securities  and
short-term securities) were $47,427,500 and $33,828,120, respectively.
      There were no purchases or sales of U.S. Government  securities.
     NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At January 31, 1996,  the gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $5,309,233 and the gross  depreciation  of securities in which there
was an excess of tax cost over value  amounted to  $1,504,809  resulting  in net
appreciation of $3,804,424.
     NOTE 5 - TRANSACTIONS  WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG or IMR.
      The Fund has adopted an unfunded  noncontributory  defined benefit pension
plan covering all  independent  directors of the Fund who will have served as an
independent director for at least five years at the time of retirement. Benefits
under this plan are based on an annual rate equal to 25% of the  retainer fee at
the time of retirement.
      Pension  expenses for the six months ended  January 31, 1996,  included in
Directors' Fees and Expenses in the Statement of Operations were $157.  Unfunded
accrued  pension  costs of $196 and pension  liability  of $663 are  included in
Prepaid Expenses and Accrued Expenses,  respectively, in the Statement of Assets
and  Liabilities.  
     NOTE 6 - LINE OF CREDIT. The Fund has available a Redemption Line of Credit
Facility ("LOC"),  from a consortium of national banks, to be used for temporary
or emergency  purposes to fund redemptions of investor  shares.  The LOC permits
borrowings to a maximum of 10% of the Net Assets at Value of the Fund.  The Fund
agrees to pay annual fees and interest on the unpaid principal  balance based on
prevailing  market rates as defined in the  agreement.  For the six months ended
January 31, 1996, there were no such borrowings.



<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Fund
Financial Highlights
 (For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
                                                   Six Months             Year          Period
                                                        Ended            Ended           Ended
                                                   January 31          July 31         July 31
                                                 ------------     ------------    ------------
                                                         1996             1995           1994^
                                                    UNAUDITED

PER SHARE DATA
<S>                                                  <C>              <C>             <C>    
Net Asset Value - Beginning of Period                  $11.77            $9.76          $10.00
                                                 ------------     ------------    ------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                    0.04             0.05            0.06
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                        0.82             2.05          (0.28)
                                                 ------------     ------------    ------------
Total from Investment Operations                         0.86             2.10          (0.22)
                                                 ------------     ------------    ------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                     0.04             0.09            0.02
Distributions from Capital Gains                         0.26             0.00            0.00
                                                 ------------     ------------    ------------
Total Distributions                                      0.30             0.09            0.02
                                                 ------------     ------------    ------------
Net Asset Value - End of Period                        $12.33           $11.77           $9.76
                                                 ============     ============    ============

TOTAL RETURN                                           7.32%*           21.64%        (2.21%)*

RATIOS
Net Assets - End of Period
   ($000 Omitted)                                     $59,781          $40,071         $13,474
Ratio of Expenses to Average Net Assets#              0.51%*@            1.00%          1.00%~
Ratio of Net Investment Income to
   Average Net Assets#                                 0.36%*            0.84%          1.20%~
Portfolio Turnover Rate                                  77%*              73%            55%*


<FN>
^  From December 1, 1993, commencement of operations, to July 31, 1994.

*  Based  on  operations  for  the  period  shown  and,  accordingly,   are  not
   representative of a full year.

#  Various expenses of the Fund were voluntarily absorbed by IFG and IMR for the
   six months ended  January 31, 1996,  for the year ended July 31, 1995 and for
   the period ended July 31,  1994.  If such  expenses had not been  voluntarily
   absorbed,  ratio of expenses to average net assets would have been 0.55% (not
   annualized),  1.32% and 1.64%  (annualized),  respectively,  and ratio of net
   investment   income  to  average  net  assets  would  have  been  0.31%  (not
   annualized), 0.52% and 0.56% (annualized), respectively.

@  Ratio reflects Total Expenses, less Expenses Absorbed expenses by Investment
   Adviser.

~  Annualized
</FN>
</TABLE>


<PAGE>


INVESCO FUNDS

To receive general information and prospectuses
on any of INVESCO's funds or retirement plans,
or to obtain current account or price information,
call toll-free:
1-800-525-8085

To reach PAL(R), your 24-hour Personal Account
Line call:  1-800-424-8085

Or write to:
INVESCO Funds Group, Inc.,(sm) Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

If you're in Denver, pleas visit one of our
convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center, 7800 East Union
Avenue, Lobby Level

This information must be preceded or 
accompanied by an effective prospectus.



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